U.S. Cellular Reports First Quarter 2013 Results

U.S. Cellular to offer Apple products later this year; updates 2013 guidance

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May 03, 2013, 07:58 ET

CHICAGO, May 3, 2013 /PRNewswire/ -- As previously announced, U.S. Cellular will hold a teleconference May 3, 2013 at 9:30 a.m. CDT. Listen to the live call via the Conference Calls page of teldta.com or uscellular.com.

United States Cellular Corporation (NYSE:USM) reported service revenues of $996.3 million for the first quarter of 2013, versus $1,023.8 million for the comparable period one year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $4.9 million and $0.06 respectively, for the first quarter of 2013, compared to $62.5 million and $0.73, respectively, in the comparable period one year ago.

As previously announced on Nov. 7, 2012, U.S. Cellular reached a definitive agreement to sell its Chicago, St. Louis, central Illinois and three other markets (the "Divestiture Markets") to subsidiaries of Sprint Nextel Corporation [NYSE:S] for $480 million (the "Divestiture Transaction"). The transaction has been approved by the FCC and the closing is expected to occur in the second quarter of 2013.

"We continued to expand our 4G LTE network and encourage customers to migrate, which has helped us further increase smartphone penetration and shift more customers to 4G LTE," said Mary N. Dillon, U.S. Cellular president and CEO. "We added new prepaid customers through our Walmart distribution. In our core markets, postpaid gross additions were relatively flat and elevated churn resulted in a net customer loss.

"We have a number of strategies in progress to increase loyalty and attract more customers, including our announcement today that we will begin offering Apple products later this year. By further strengthening our device portfolio, we'll give consumers another great reason to switch to U.S. Cellular, and enable our existing customers to choose from an even wider variety of iconic smartphones, and enjoy the outstanding U.S. Cellular customer experiences they deserve. Our smartphone penetration is currently 43 percent of core market customers and growing quickly. We believe there will be strong, ongoing demand for smartphones and data products and services from our customers, and we have significant room for growth in this area.

"We're supporting this growth by bringing 4G LTE to 87 percent of our customers in 2013, and increasing our network capacity. In our core markets, 4G LTE smartphones were 76 percent of smartphones sold in the quarter, while smartphones overall were 62 percent of devices sold. We recently launched the 4G LTE Samsung Galaxy S® 4, and we have more devices to come throughout the year. While profitability continues to be impacted by the higher subsidies for 4G LTE smartphones, our long-term strategy is to balance those costs with growth in ARPU and reduced capital expenditures for our legacy networks.

"We're continuing to enhance and differentiate the U.S. Cellular customer experience and expand our distribution. We began offering U.S. Cellular service through select Sam's Club locations in 14 states in April, to increase availability in new channels. To attract more small and medium business customers, we're launching a marketing campaign this month that addresses their unique needs. We're also focused across U.S. Cellular on simplifying our operations and processes to increase efficiency and reduce complexity and cost."

2013 ESTIMATES

U.S. Cellular's estimates of full-year 2013 results are shown below. Such estimates represent U.S. Cellular's views as of the date of filing of U.S. Cellular's Form 10-Q for the quarter ended March 31, 2013. Such forward‑looking statements should not be assumed to be current as of any future date. U.S. Cellular undertakes no duty to update such information, whether as a result of new information, future events or otherwise. There can be no assurance that final results will not differ materially from such estimated results.

	2013 Estimated Results (1)
	Core Markets (2)		Divestiture Markets (2)(3)		U.S. Cellular Consolidated (2)(3)
	Previous	Current	Previous	Current	Previous	Current
(Dollars in millions)
Service revenues	$3,600 - $3,700	$3,475 - $3,575	$165 - $185	$145 - $165	$3,765 - $3,885	$3,620 - $3,740
Adjusted income before income taxes (4) (5)	$765 - $865	$560 - $660	$15 - $35	$35 - $55	$780 - $900	$595 - $715
Capital expenditures	Approx. $600	Approx. $730	—	$5	Approx. $600	Approx. $735


(1)	These estimates are based on U.S. Cellular's current plans, which include an expansion of the multi-year deployment of 4G LTE technology which commenced in 2011; such expansion includes deployment in additional markets as well as deployment on the 850 MHz band to provide additional capacity for future growth in data usage, enable potential future 4G LTE roaming, and support the sale of Apple products. These estimates also reflect the estimated impacts of selling Apple products and the deconsolidation of certain partnerships that will be accounted for as equity method investments effective April 3, 2013. New developments or changing conditions (such as, but not limited to, regulatory developments, customer net growth, customer demand for data services or possible acquisitions, dispositions or exchanges) could affect U.S. Cellular's plans and, therefore, its 2013 estimated results.

(2)	The U.S. Cellular Consolidated amounts represent GAAP financial measures and include the results of both the Core Markets and the Divestiture Markets. The amounts for the Core Markets and Divestiture Markets represent non-GAAP financial measures. U.S. Cellular believes that the amounts for the Core Markets and Divestiture Markets may be useful to investors and other users of its financial information in evaluating the separate results for the Core Markets. Divestiture Markets are comprised of U.S. Cellular's Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets. Core Markets are comprised of all other markets in which U.S. Cellular conducts business including Peoria, Rockford and certain other areas in Illinois, and in Columbia, Joplin, Jefferson City and certain other areas in Missouri. Core Markets as defined also includes any other income or expenses due to U.S. Cellular's direct or indirect ownership interests in other spectrum in the Divestiture Markets which was not included in the sale and other retained assets from the Divestiture Markets.

(3)	These estimates assume the Divestiture Transaction closes in the second quarter of 2013. Actual effects could vary significantly from these estimates as a result of a change in the expected timing of the Divestiture Transaction or changes in other terms and conditions of the sale.

(4)	Adjusted income before income taxes is a non-GAAP financial measure defined as Income before income taxes, adjusted for: Depreciation, amortization and accretion, net Gain or loss on sale of business and other exit costs (if any), and Interest expense. Adjusted income before income taxes is not a measure of financial performance under GAAP and should not be considered as an alternative to Income before income taxes as an indicator of the Company's operating performance or as an alternative to Cash flows from operating activities, determined in accordance with GAAP, as an indicator of cash flows or as a measure of liquidity. U.S. Cellular believes Adjusted income before income taxes is a meaningful measure of U.S. Cellular's operating results before significant recurring non-cash charges, gains and losses and financing charges (Interest expense) in order to show operating results on a more comparable basis from period to period. U.S. Cellular does not intend to imply that any of such amounts that are excluded are non-recurring, infrequent or unusual; such amounts may occur in the future. The following tables provide a reconciliation of Income before income taxes to Adjusted income before income taxes for 2013 Estimated Results and 2012 actual results:

	2013 Estimated Results
	Core Markets (2)	Divestiture Markets (2)(3)		U.S. Cellular Consolidated (2)(3)
(Dollars in millions)
Income (loss) before income taxes (5)	($30)-$70	($215)-($195)		($245)-($125)
Depreciation, amortization and accretion expense (6)	Approx. $540	Approx. $250		Approx. $790
Interest expense	Approx. $50	—		Approx. $50
Adjusted income before income taxes	$560-$660	$35-$55		$595-$715


	U.S. Cellular Consolidated Actual Results
		Three Months Ended March 31, 2013		Year Ended December 31, 2012


Income before income taxes		$	18	$	205
Depreciation, amortization and accretion expense (6)			190		609
(Gain) loss on sale of business and other exit costs, net			7		21
Interest expense			11		42
Adjusted income before income taxes		$	226	$	877


(5)	This amount does not include any estimate for (Gain) loss on sale of business and other exit costs, net, as the timing of such amount is not readily estimable.

(6)	The 2013 estimated amounts for depreciation, amortization and accretion expense in the Divestiture Markets include approximately $185 million of incremental accelerated depreciation, amortization and accretion resulting from the Divestiture Transaction. Actual results for the three months ended March 31, 2013 and the year ended December 31, 2012 include $38 million and $20 million, respectively, of incremental accelerated depreciation, amortization and accretion resulting from the Divestiture Transaction.

Conference Call Information

U.S. Cellular will hold a conference call on May 3, 2013 at 9:30 a.m. CDT.

Access the live call on the Conference Calls page of uscellular.com or at
http://www.media-server.com/m/acs/1b33881ae5323e924285a4a1458e63c1.
Access the call by phone at 877-407-8029 (US/Canada), no pass code required.

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of uscellular.com. The call will be archived on the Conference Calls page of uscellular.com.

About U.S. Cellular®

United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to 5.7 million customers in 26 states. The Chicago-based company had 8,000 full- and part-time associates as of March 31, 2013. At the end of the year, Telephone and Data Systems, Inc. owned 85 percent of U.S. Cellular. For more information about U.S. Cellular, visit uscellular.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company's plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: impacts of the Divestiture Transaction including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transaction and the financial impacts of such transaction; the ability of the company to successfully manage and grow its markets; the overall economy; competition; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings afforded our debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; uncertainty of access to the capital markets; pending and future litigation; changes in income tax rates, laws, regulations or rulings; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per user, churn rates, roaming revenue and terms, the availability of handset devices, or the mix of products and services offered by the company. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K Current Report used by U.S. Cellular to furnish this press release to the Securities and Exchange Commission ("SEC"), which are incorporated by reference herein.

For more information about U.S. Cellular, visit uscellular.com.

United States Cellular Corporation
Total Markets Summary Operating Data (Unaudited)

Quarter Ended		3/31/2013		12/31/2012		9/30/2012		6/30/2012		3/31/2012
Retail Customers
	Postpaid
	Total at end of period (1)		5,060,000		5,134,000		5,175,000		5,213,000		5,261,000
	Gross additions		191,000		241,000		230,000		199,000		210,000
	Net additions (losses)		(74,000)		(41,000)		(38,000)		(48,000)		(38,000)
	ARPU (2)	$	54.85	$	54.56	$	54.34	$	54.42	$	54.00
	Churn rate (3)		1.7%		1.8%		1.7%		1.6%		1.6%
	Smartphone penetration (4) (5)		43.5%		41.8%		38.6%		36.8%		34.4%
	Prepaid
	Total at end of period		446,000		423,000		386,000		329,000		309,000
	Gross additions		104,000		107,000		120,000		78,000		63,000
	Net additions (losses)		23,000		37,000		57,000		20,000		4,000
	ARPU (2)	$	33.31	$	33.56	$	32.97	$	33.59	$	33.17
	Churn rate (3)		6.2%		5.8%		5.9%		6.2%		6.4%
Total customers at end of period (1)			5,736,000		5,798,000		5,808,000		5,799,000		5,837,000
Billed ARPU (2)		$	51.13	$	50.94	$	50.83	$	50.99	$	50.52
Service revenue ARPU (2)		$	57.63	$	58.00	$	59.57	$	59.05	$	58.21
Smartphones sold as a percent of total devices sold			61.7%		62.9%		53.0%		51.9%		54.1%
Total population
	Consolidated markets (6)		93,943,000		93,244,000		92,996,000		92,684,000		92,684,000
	Consolidated operating markets (6)		47,440,000		46,966,000		46,966,000		46,966,000		46,966,000
Market penetration at end of period
	Consolidated markets (7)		6.1%		6.2%		6.2%		6.3%		6.3%
	Consolidated operating markets (7)		12.1%		12.3%		12.4%		12.3%		12.4%
Capital expenditures (000s)		$	118,400	$	253,100	$	199,100	$	183,200	$	201,300
Total cell sites in service			8,027		8,028		7,984		7,932		7,875
Owned towers in service			4,411		4,408		4,377		4,346		4,318


United States Cellular Corporation
Core Markets Summary Operating Data (Unaudited)

Quarter Ended		3/31/2013		12/31/2012		9/30/2012		6/30/2012		3/31/2012
Retail Customers
	Postpaid
	Total at end of period (1)		4,639,000		4,672,000		4,688,000		4,708,000		4,736,000
	Gross additions		184,000		218,000		204,000		176,000		182,000
	Net additions (losses)		(32,000)		(16,000)		(20,000)		(28,000)		(21,000)
	ARPU (2)	$	54.23	$	53.92	$	53.68	$	53.70	$	53.25
	Churn rate (3)		1.5%		1.7%		1.6%		1.4%		1.4%
	Smartphone penetration (4) (5)		43.0%		41.1%		37.8%		36.0%		34.3%
	Prepaid
	Total at end of period		373,000		342,000		305,000		246,000		223,000
	Gross additions		92,000		86,000		100,000		59,000		42,000
	Net additions (losses)		31,000		38,000		59,000		23,000		5,000
	ARPU (2)	$	32.92	$	33.21	$	33.09	$	33.37	$	32.69
	Churn rate (3)		5.7%		5.0%		5.0%		5.2%		5.6%
Total customers at end of period (1)			5,225,000		5,238,000		5,223,000		5,196,000		5,210,000
Billed ARPU (2)		$	50.65	$	50.43	$	50.34	$	50.43	$	49.91
Service revenue ARPU (2)		$	57.37	$	57.90	$	59.66	$	59.03	$	58.20
Smartphones sold as a percent of total devices sold			62.1%		62.9%		53.0%		52.0%		54.1%
Total population
	Consolidated markets (6)		84,625,000		83,864,000		83,075,000		82,763,000		82,763,000
	Consolidated operating markets (6)		32,422,000		31,925,000		31,590,000		31,590,000		31,590,000
Market penetration at end of period
	Consolidated markets (7)		6.2%		6.2%		6.3%		6.3%		6.3%
	Consolidated operating markets (7)		16.1%		16.4%		16.5%		16.4%		16.5%
Capital expenditures (000s)		$	113,300	$	241,400	$	184,100	$	163,600	$	179,700
Total cell sites in service			6,277		6,292		6,251		6,199		6,146
Owned towers in service			3,846		3,847		3,818		3,787		3,761


(1)	Includes 176,000 and 168,000 postpaid customers at March 31, 2013 and 2012, respectively, related to the St. Lawrence Seaway RSA Cellular Partnership ("NY1") and New York RSA 2 Cellular Partnership ("NY2" and, together with NY1, the "Partnerships").
(2)	ARPU metrics are calculated by dividing a revenue base by an average number of customers by the number of months in the period. These revenue bases and customer populations are shown below:
	a.	Postpaid ARPU consists of total postpaid service revenues and postpaid customers.
	b.	Prepaid ARPU consists of total prepaid service revenues and prepaid customers.
	c.	Billed ARPU consists of total retail service revenues and postpaid, prepaid and reseller customers.
	d.	Service revenue ARPU consists of total retail service revenues, inbound roaming and other service revenues and postpaid, prepaid and reseller customers.
(3)	Churn metrics represent the percentage of the postpaid or prepaid customers that disconnect service each month. These metrics represent the average monthly postpaid or prepaid churn rate for each respective period.
(4)	Smartphones represent wireless devices which run on an Android^TM, BlackBerry® or Windows Mobile® operating system, excluding tablets.
(5)	Smartphone penetration is calculated by dividing postpaid smartphone customers by total postpaid customers.
(6)	Used only to calculate market penetration of consolidated markets and consolidated operating markets, respectively. See footnote (7) below.
(7)	Market penetration is calculated by dividing the number of wireless customers at the end of the period by the total population of consolidated markets and consolidated operating markets, respectively, as estimated by Claritas®.

United States Cellular Corporation
Consolidated Statement of Operations Highlights
Three Months Ended March 31,
(Unaudited, dollars and shares in thousands, except per share amounts)
						Increase (Decrease)
		2013		2012		Amount		Percent
Operating revenues
	Service	$	996,349	$	1,023,820	$	(27,471)	(3%)
	Equipment sales		85,397		68,301		17,096	25%
	Total operating revenues		1,081,746		1,092,121		(10,375)	(1%)

Operating expenses
	System operations (excluding Depreciation, amortization and accretion reported below)		216,299		233,164		(16,865)	(7%)
	Cost of equipment sold		241,691		187,036		54,655	29%
	Selling, general and administrative		420,080		442,244		(22,164)	(5%)
	Depreciation, amortization and accretion		189,845		146,685		43,160	29%
	Loss on asset disposals, net		5,434		2,003		3,431	>100%
	(Gain) loss on sale of business and other exit costs, net		6,931		(4,213)		11,144	>(100%)
	Total operating expenses		1,080,280		1,006,919		73,361	7%

Operating income			1,466		85,202		(83,736)	(98%)

Investment and other income (expense)
	Equity in earnings of unconsolidated entities		26,835		21,614		5,221	24%
	Interest and dividend income		903		1,043		(140)	(13%)
	Interest expense		(10,910)		(13,411)		2,501	19%
	Other, net		(215)		202		(417)	>(100%)
	Total investment and other income		16,613		9,448		7,165	76%

Income before income taxes			18,079		94,650		(76,571)	(81%)
	Income tax expense		7,369		25,638		(18,269)	(71%)

Net income			10,710		69,012		(58,302)	(84%)
	Less: Net income attributable to noncontrolling interests, net of tax		(5,796)		(6,520)		724	11%
Net income attributable to U.S. Cellular shareholders		$	4,914	$	62,492	$	(57,578)	(92%)

Basic weighted average shares outstanding			83,838		84,570		(732)	(1%)
Basic earnings per share attributable to U.S. Cellular shareholders		$	0.06	$	0.74	$	(0.68)	(92%)

Diluted weighted average shares outstanding			84,403		85,133		(730)	(1%)
Diluted earnings per share attributable to U.S. Cellular shareholders		$	0.06	$	0.73	$	(0.67)	(92%)

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited, dollars in thousands)

ASSETS


		March 31,		December 31,
		2013		2012
Current assets
	Cash and cash equivalents	$	419,696	$	378,358
	Short-term investments		110,585		100,676
	Accounts receivable from customers and others		394,701		445,220
	Inventory		139,136		155,886
	Income taxes receivable		2,776		1,612
	Prepaid expenses		64,365		62,560
	Net deferred income tax asset		36,302		35,419
	Other current assets		17,111		16,745
			1,184,672		1,196,476

Assets held for sale			213,593		216,763

Investments
	Licenses		1,470,944		1,456,794
	Goodwill		421,743		421,743
	Customer lists, net		68		102
	Investments in unconsolidated entities		165,529		144,531
	Long-term investments		40,142		50,305
			2,098,426		2,073,475

Property, plant and equipment
	In service and under construction		7,562,931		7,478,428
	Less: Accumulated depreciation		4,614,423		4,455,840
			2,948,508		3,022,588

Other assets and deferred charges			78,436		78,148

Total assets		$	6,523,635	$	6,587,450



United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited, dollars in thousands)

LIABILITIES AND EQUITY


			March 31,		December 31,
			2013		2012
Current liabilities
	Current portion of long-term debt		$	93	$	92
	Accounts payable
		Affiliated		8,792		10,725
		Trade		281,762		310,936
	Customer deposits and deferred revenues			202,209		192,113
	Accrued taxes			43,357		35,834
	Accrued compensation			50,698		90,418
	Other current liabilities			98,657		114,881
				685,568		754,999

Liabilities held for sale				18,360		19,594

Deferred liabilities and credits
	Net deferred income tax liability			857,439		849,818
	Other deferred liabilities and credits			292,687		288,441

Long-term debt				878,975		878,858

Noncontrolling interests with redemption features				466		493

Equity
U.S. Cellular shareholders' equity
	Series A Common and Common Shares, par value $1 per share			88,074		88,074
	Additional paid-in capital			1,417,308		1,412,453
	Treasury shares			(183,385)		(165,724)
	Retained earnings			2,403,325		2,399,052
		Total U.S. Cellular shareholders' equity		3,725,322		3,733,855

Noncontrolling interests				64,818		61,392

	Total equity			3,790,140		3,795,247

Total liabilities and equity			$	6,523,635	$	6,587,450

United States Cellular Corporation Schedule of Cash and Cash Equivalents and Investments (Unaudited, dollars in thousands)

The following table presents U.S. Cellular's cash and cash equivalents and investments at March 31, 2013 and December 31, 2012.

		March 31,		December 31,
		2013		2012

Cash and cash equivalents		$	419,696	$	378,358

Amounts included in short-term investments (1)(2)
	Government-backed securities (3)		110,585		100,676

Amounts included in long-term investments (1)(4)
	Government-backed securities (3)		40,142		50,305

Total cash and cash equivalents and investments		$	570,423	$	529,339


(1)	Designated as held-to-maturity investments and are recorded at amortized cost on the Consolidated Balance Sheet.
(2)	Maturities are less than twelve months from the respective balance sheet dates.
(3)	Includes U.S. treasury securities and corporate notes guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.
(4)	Maturities are 20 months from the balance sheet date.

United States Cellular Corporation
Consolidated Statement of Cash Flows
Three Months Ended March 31,
(Unaudited, dollars in thousands)

			2013		2012
Cash flows from operating activities
	Net income		$	10,710	$	69,012
	Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
		Depreciation, amortization and accretion		189,845		146,685
		Bad debts expense		16,910		13,850
		Stock-based compensation expense		5,036		5,391
		Deferred income taxes, net		7,048		6,283
		Equity in earnings of unconsolidated entities		(26,835)		(21,614)
		Distributions from unconsolidated entities		5,836		2,822
		Loss on asset disposals, net		5,434		2,003
		(Gain) loss on sale of business and other exit costs, net		6,931		(4,213)
		Noncash interest expense		262		451
		Other operating activities		250		449
	Changes in assets and liabilities from operations
		Accounts receivable		33,611		36,621
		Inventory		16,750		(4,410)
		Accounts payable - trade		4,644		(17,689)
		Accounts payable - affiliate		(1,933)		2,989
		Customer deposits and deferred revenues		8,862		9,512
		Accrued taxes		6,175		79,765
		Accrued interest		9,201		9,167
		Other assets and liabilities		(75,122)		(80,107)
				223,615		256,967

Cash flows from investing activities
	Cash used for additions to property, plant and equipment			(151,024)		(209,160)
	Cash paid for acquisitions and licenses			(14,150)		(11,096)
	Cash received from divestitures			—		49,786
	Cash paid for investments			—		(10,000)
	Cash received for investments			—		10,000
	Other investing activities			3,654		296
				(161,520)		(170,174)

Cash flows from financing activities
	Repayment of long-term debt			(61)		(12)
	Common shares reissued for benefit plans, net of tax payments			123		357
	Common shares repurchased			(18,425)		—
	Distributions to noncontrolling interests			(2,396)		(218)
	Other financing activities			2		3
				(20,757)		130

Net increase in cash and cash equivalents				41,338		86,923

Cash and cash equivalents
	Beginning of period			378,358		424,155
	End of period		$	419,696	$	511,078


United States Cellular Corporation
Financial Measures and Reconciliations
(Unaudited, dollars in thousands)

Three months ended March 31,				2013		2012

	Cash flows from operating activities		$	223,615	$	256,967
	Deduct:
	Cash used for additions to property, plant and equipment			151,024		209,160
		Free cash flow (1)	$	72,591	$	47,807


(1)	Free cash flow is defined as Cash flows from operating activities less Cash used for additions to property, plant and equipment. Free cash flow is a non-GAAP financial measure. U.S. Cellular believes that free cash flow as reported by U.S. Cellular may be useful to investors and other users of its financial information in evaluating the amount of cash generated by business operations, after consideration of capital expenditures.